M&A - ClimateRock Holdings Ltd

Form Type: F-4/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014399

Filing Summary: ClimateRock Holdings Ltd is seeking shareholder approval for a Business Combination Proposal involving a merger with GreenRock Corp. The Agreement and Plan of Merger dated December 30, 2023, outlines that ClimateRock will merge into ClimateRock Merger Sub Limited, becoming a wholly-owned subsidiary of ClimateRock Holdings Limited (Pubco). The merger will involve the cancellation of existing securities of ClimateRock and GreenRock in exchange for newly-issued ordinary shares of Pubco. The Business Combination Proposal includes a Merger Proposal requiring approval of the SPAC Plan of Merger, along with an Adjournment Proposal to allow for further proxy solicitation if necessary. Shareholders have the right to redeem shares for cash before the merger is completed. The document emphasizes the necessity of these proposals, highlighting the conflicts of interest present among the Sponsor and directors of ClimateRock and the implications if the merger is not completed by the deadline set by Nasdaq.

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Form Type: F-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025002306

Filing Summary: ClimateRock Holdings Ltd is filing an amendment to its registration statement concerning a significant business combination. The proposal involves a merger between ClimateRock and GreenRock Corp. Upon approval, ClimateRock will become a wholly-owned subsidiary of the newly formed parent company, referred to as Pubco. Each shareholder of ClimateRock will receive securities of Pubco equivalent to their holdings. The merger is designed to streamline operations and enhance shareholder value. Additionally, the agreement outlines terms for shareholder voting concerning the merger, which includes provisions for redeeming shares in accordance with SEC regulations. A special committee has recommended the merger to shareholders, emphasizing its benefits and addressing potential conflicts of interest among the company's directors and sponsors. This registration will enable the public offering of shares of the new entity and is contingent upon shareholder approval at an extraordinary general meeting.

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